SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DREXLER MILLARD S

(Last)

(First)

(Middle)

C/O J. CREW GROUP, INC.

770 BROADWAY

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
J CREW GROUP INC [ JCG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	06/11/2010		J	V	345,000	D	⁽¹⁾	0⁽¹⁾	I	By 2008 GRAT #2
Common Stock, par value $0.01	06/11/2010		J	V	345,000	A	⁽¹⁾	375,000⁽¹⁾	D
Common Stock, par value $0.01	06/11/2010		G	V	345,000	D	⁽¹⁾	30,000⁽¹⁾⁽²⁾	D
Common Stock, par value $0.01	06/11/2010		G	V	345,000	A	⁽¹⁾	1,177,605⁽¹⁾	I	By Trust
Common Stock, par value $0.01								499,440⁽³⁾	I	By 2008 GRAT #3
Common Stock, par value $0.01								874,500⁽⁴⁾	I	By 2009 GRAT #1
Common Stock, par value $0.01								864,000⁽⁵⁾	I	By 2009 GRAT #2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. N/A - On June 11, 2010, these shares were transferred as a required annuity payment from the Millard S. Drexler 2008 Grantor Retained Annuity Trust #2 (the "2008 GRAT #2), for which Mr. Drexler and his wife are trustees, to Mr. Drexler in a transaction exempt under Rule 16a-13 and were subsequently contributed by Mr. Drexler to The Drexler Family Revocable Trust (the "Trust"), for which Mr. Drexler and his wife are trustees. The 2008 GRAT #2 has terminated pursuant to its terms.

2. Consists of 30,000 restricted shares of Common Stock, granted under an equity incentive plan of the issuer, which will vest on April 15, 2011.

3. These shares are owned by The Millard S. Drexler 2008 Grantor Retained Annuity Trust #3 (the "2008 GRAT #3") for which Mr. Drexler and his wife are trustees.

4. These shares are owned by The Millard S. Drexler 2009 Grantor Retained Annuity Trust #1 (the "2009 GRAT #1") for which Mr. Drexler and his wife are trustees.

5. These shares are owned by The Millard S. Drexler 2009 Grantor Retained Annuity Trust #2 (the "2009 GRAT #2") for which Mr. Drexler and his wife are trustees.

Remarks:

James Scully is filing on behalf of Millard S. Drexler pursuant to a power of attorney previously filed with the Securities and Exchange Commission.

	/s/ James Scully pursuant to a power of attorney filed with the Commission	06/22/2010
	** Signature of Reporting Person	Date
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